Centiva Completes Plan of Arrangement and Financing
October 31 2011 - 3:14PM
Marketwired
Centiva Capital Inc. (TSX VENTURE:CVC) ("Centiva" or the "Company")
is pleased to announce that it has successfully completed the
previously announced plan of arrangement (the "Arrangement") with
Aylen Capital Inc. ("Aylen"). The Arrangement was completed
following the approval of the Ontario Superior Court of Justice
(Commercial List) and satisfaction of the various conditions
precedent to the Arrangement. Centiva received the requisite
shareholder approvals for the Arrangement at a meeting of its
shareholders held on September 23, 2011. The Ontario Superior Court
of Justice (Commercial List) granted a final order approving the
Arrangement on September 27, 2011.
Pursuant to the Arrangement, all of the existing assets and
liabilities of the Company will be transferred to Aylen in exchange
for common shares of Aylen and a promissory note in an amount
representing $0.05 per issued and outstanding common share of
Centiva immediately prior to the Arrangement. Aylen will continue
to carry on the business previously conducted by Centiva with a
primary focus on its Grapevine Solutions Business, its portfolio of
marketable securities and its strategic investment in VFM
Interactive Inc.
Centiva will carry on the business of identifying and investing
into or acquiring small/medium-sized growth companies. It will
focus on investing into or acquiring growth companies in Asia
(principally in China and Korea) at attractive valuations, building
a diversified portfolio of such growth companies and, ultimately,
delivering the collective value derived from the performance of
these businesses to the shareholders of Centiva.
The name of the Company was changed to "Spackman Equities Group
Inc." pursuant to the terms of the Arrangement. Trading in the
common shares ("Common Shares") of the Company was halted on July
5, 2011. On Monday, October 31, 2011, the common shares of Spackman
Equities Group Inc. commenced trading on the TSX Venture Exchange
under the symbol "SQG".
Full details of the Arrangement and certain other matters are
set out in the management information circular of Centiva (the
"Information Circular") dated August 29, 2011 available on the
SEDAR website at www.sedar.com.
Centiva is also pleased to announce the closing of a previously
announced private placement financing (the "Financing") in the
amount of $3,086,000 raised through the issuance of 61,720,000
Common Shares of the Company at a price of $0.05 per Common Share.
$586,000 of gross proceeds of the Financing were raised by Hampton
Securities Limited, the lead agent (the "Agent") in Canada. The
balance of the Financing was conducted on a non-brokered basis.
The Agent received a cash commission equal to 8% of amounts
raised by the Agent plus broker warrants equal to 8% of securities
sold by the Agent. Each broker warrant entitles the Agent to
acquire one Common Share of the Corporation at a price of $0.05 for
a period of 24 months from the date of issue.
The net proceeds of the Financing will primarily be used to make
new investments which comply with the Company's investment policy,
including the pre-arranged investments in Intech LCD Group Limited
("Intech") and Gold China Technologies Limited ("Gold China").
Concurrently with the completion of the Financing, the Company has
acquired 17.916% of Intech's issued and outstanding common shares
and 100% of the issued and outstanding common shares of Gold China.
Gold China is a special purpose vehicle incorporated in Hong Kong
that will serve as a vehicle for Centiva to indirectly hold:
-- 1,890 common shares of Opus Pictures Co., Ltd., representing a 7.0%
equity ownership of Opus Pictures; and
-- 1,176 common shares of Zip Cinema Co., Ltd., representing a 7.0% equity
ownership of Zip Cinema.
The remainder of the net proceeds from the Financing will be
used for additional investments and for working capital
purposes.
The Financing received final approval from the TSX Venture
Exchange on October 29, 2011.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Contacts: Centiva Capital Inc. Charles Spackman CEO &
President 852 3902 3288
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